此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他註冊證券交易商、銀行經理、律師、專業會 計師或其他專業顧問。 閣下如已將名下之仁德資源控股有限公司股份全部售出或轉讓，應立即將本通函及隨附代表委任表格交予買主或承讓人或送交經 手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算有限公司對本通函之內容概不負責，對其準確性或完整性亦 不發表任何聲明，並明確表示概不就因本通函全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本通函僅供參考，概不構成出售、處置、收購、購買或認購本公司任何證券之邀請或要約。 Royal Century Resources Holdings Limited 仁德資源控股有限公司 （於香港註冊成立之有限公司） （股份代號：8125） (1)建議股份合併； (2)建議以非包銷基準按於記錄日期 每持有一(1)股合併股份 獲發三(3)股供股股份的基準進行供股； (3)建議更改公司名稱； 及 (4)股東大會通告 本公司財務顧問 本公司配售代理 獨立董事委員 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因 倚賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成出售、處置、收購、購買或認購本公司任何證券之邀請或要約。 Royal Century Resources Holdings Limited 仁德資源控股有限公司 （於香港註冊成立之有限公司） （股份代號：8125） 延遲寄發 內容有關 (1)建議股份合併； (2)建議以非包銷基準按於記錄日期 每持有一(1)股合併股份 獲發三(3)股供股股份的基準進行供股；及 (3)建議更改公司名稱之通函 茲提述仁德資源控股有限公司（「本公司」）日期為二零二四年十二月十三日之公告，內容有關 （其中包括）股份合併、供股及配售事項以及日期為二零二四年十二月二十三日之公告，內容 有關（其中包括）建議更改公司名稱（統稱「該等公告」）。除另有界定外，本公告所採用之詞彙與 該等公告所界定者具有相同涵義。 延遲寄發通函 事件 二零二五年 | 臨時關閉以每手買賣單位8,000股現有股份 | | --- | | （以 ...

Royal Century Resources Holdings Limited 仁德資源控股有限公司 (Incorporated in Hong Kong with limited liability) ( 於香港註冊成立之有限公司 ) (Stock Code 股份代號: 8125) You may at any time choose either to receive printed copies of Corporate Communicationsin both English and Chinese free of charge or access through the Company's website at www.royalcentury.hk (the "Website Version"). Even if you have elected (or are deemed to have consented) to receive the Website Version of all the Corporate Communications, if for any reason, you ...

Royal Century Resources Holdings Limited 仁德資源控股有限公司 (Incorporated in Hong Kong with limited liability) ( 於香港註冊成立之有限公司 ) (Stock Code 股份代號: 8125) If you have difficulty in receiving email notification or gaining access to the Website Version of the Corporate Communications and would like to receive the Current Corporate Communication and all future Corporate Communications in printed form, please complete, sign the enclosed Request Form and return it to the Company branch share registrar in Hong Kong, Tricor ...

Revenue and Profitability - Revenue for the six months ended September 30, 2024, was HK$30,084,000, representing an increase of 2.6% compared to HK$29,321,000 for the same period in 2023[4]. - The gross profit for the six months ended September 30, 2024, decreased by approximately HK$2.5 million compared to the last corresponding period, primarily due to decreased gross profit from leasing of construction equipment and rising labor costs[112]. - For the six months ended 30 September 2024, the Group recorded a gross profit of approximately HK$3.2 million, a decrease of approximately HK$2.5 million compared to HK$5.7 million for the same period in 2023[131]. - Revenue from design, fitting out, and engineering services increased by approximately HK$3.9 million, while leasing of construction equipment revenue decreased by approximately HK$1.6 million, and wine merchandising revenue decreased by approximately HK$1.5 million[107]. Expenses and Costs - Gross profit decreased to HK$3,162,000, down 44.1% from HK$5,748,000 in the previous year[4]. - Administrative expenses were reduced to HK$4,878,000, a decrease of 60.7% from HK$12,390,000 in the prior period[4]. - The Group recorded a loss for the period of approximately HK$5.5 million, compared to a loss of HK$6.2 million for the same period in 2023, indicating a decrease in loss[139]. - Total remuneration for the six months ended September 30, 2024, was approximately HK$2.1 million, a decrease from HK$4.9 million for the same period in 2023[197]. Financial Position - Total equity as of September 30, 2024, was HK$75,376,000, up from HK$73,501,000 in 2023, reflecting a growth of 2.5%[7]. - Total assets as of September 30, 2024, amounted to HK$90,712,000[45]. - The current ratio as of September 30, 2024, was approximately 3.5 times, compared to 4.7 times as of March 31, 2024[171]. - The total equity attributable to owners of the Company was approximately HK$75,400,000 as of September 30, 2024, up from HK$73,500,000 as of March 31, 2024[172]. Receivables and Credit Risk - Trade receivables from third parties totaled HK$22,974,000, with a loss allowance of HK$1,105,000, leading to net trade receivables of HK$21,869,000[66]. - The loss allowance for trade receivables at the end of the period was HK$1,105,000, down from HK$6,643,000 at the beginning of the period, reflecting a reduction in expected credit losses[83]. - An additional expected credit loss of HK$3.3 million was recognized on long-aged trade receivables due to liquidity issues and payment delays in the construction industry[113]. - The Group's allowance for expected credit losses remained unchanged at HK$1,168,000 as of September 30, 2024[63]. Cash Flow and Liquidity - The company had cash and bank balances of HK$45,690,000 as of September 30, 2024[21]. - The Group's cash and bank balances were approximately HKD 24,100,000 as of September 30, 2024, down from HKD 45,700,000 as of March 31, 2024[171]. - As of September 30, 2024, total trade and other payables amounted to HK$24.2 million, compared to HK$13.8 million as of March 31, 2024[95]. Business Strategy and Operations - The Group is focusing on maintaining business relationships with existing customers to secure recurring orders and is coordinating with them to introduce new customers[116]. - The Group plans to reduce the scale of public housing maintenance and renovation projects and is reallocating resources to seek other projects to sustain its design, fitting out, and engineering services business[117]. - The Group is reformulating the mix of its design, fitting out, and engineering services business to sustain operations amid reduced public housing maintenance and improvement works[154]. - The Group continues to adopt a prudent management approach in its securities business due to economic uncertainties and local stock market volatility[143]. Share Capital and Financing - The Group issued 37,627,200 ordinary shares at a subscription price of HK$0.201 in April 2024, increasing the issued share capital to HK$225,763,000 as of September 30, 2024[75]. - The Group's borrowings comprised lease liabilities of approximately HK$1.0 million as of September 30, 2024, down from HK$1.9 million as of March 31, 2024[195]. - The gearing ratio was approximately 1.3% as of September 30, 2024, compared to 2.6% as of March 31, 2024[195]. Employee and Training - The Group employed 15 employees as of September 30, 2024, a decrease from 25 employees as of September 30, 2023[173]. - The Group continues to provide adequate and regular training to enhance workforce capabilities[173].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因 倚賴該等內容而引致的任何損失承擔任何責任。 Royal Century Resources Holdings Limited 仁德資源控股有限公司 （於香港註冊成立之有限公司） （股份代號：8125） 建議更改公司名稱 董事會建議將本公司名稱由「Royal Century Resources Holdings Limited 仁德資源控股有限公 司」更改為「China New Holdings Limited 中新控股有限公司」。 建議更改公司名稱須待載於下文「更改公司名稱之條件」一段之條件獲達成後，方可作實。 一份載有（其中包括）建議更改公司名稱詳情之通函（連同股東大會通告及相關代表委任表 格）將於切實可行的情況下盡快寄發予股東。 建議更改公司名稱 仁德資源控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會（「董事會」） 建議將本公司名稱由「Royal Century Resources Holdings Limited ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因 依賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成出售、處置、收購、購買或認購本公司任何證券之邀請或要約。 Royal Century Resources Holdings Limited 仁德資源控股有限公司 （於香港註冊成立之有限公司） （股份代號：8125） 建議股份合併；及 建議以非包銷基準按於記錄日期營業時間結束時 每持有一(1)股合併股份 獲發三(3)股供股股份的基準進行供股 本公司財務顧問 本公司配售代理 建議股份合併 董事會擬向股東提呈建議以進行股份合併，基準為每五(5)股已發行現有股份合併為一(1)股 合併股份。於本公告日期，已發行之現有股份為225,763,200股。股份合併須待（其中包括）股 東於股東大會上批准後方可作實。 1 現有股份現時於聯交所按每手買賣單位8,000股進行買賣。於股份合併生效後，買賣合併股 份之每手買賣單位將維持不變於8,000股合併股份。 建議供股 本公司擬按於記錄日期的合資格股東每持 ...

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 30,084,000, an increase of 2.6% compared to HKD 29,321,000 for the same period in 2023[3]. - Gross profit for the same period was HKD 3,162,000, down 44.9% from HKD 5,748,000 year-on-year[3]. - The company reported a loss attributable to owners of HKD 5,484,000 for the six months ended September 30, 2024, compared to a loss of HKD 6,160,000 in the previous year, indicating a 10.9% improvement[6]. - The company’s basic and diluted loss per share was HKD 0.02 for the six months ended September 30, 2024, compared to HKD 0.04 in the previous year[13]. - The group reported a pre-tax loss of HKD 5,150,000 for the six months ended September 30, 2024, compared to a pre-tax loss of HKD 6,160,000 for the same period in 2023[33]. - The company reported a loss of approximately HKD 5,500,000 for the six months ended September 30, 2024, compared to a loss of HKD 6,200,000 for the same period in 2023[108]. Assets and Liabilities - Total current assets increased to HKD 91,961,000 as of September 30, 2024, compared to HKD 78,731,000 as of March 31, 2024[15]. - Total assets as of September 30, 2024, amounted to HKD 102,326,000, an increase from HKD 90,712,000 as of March 31, 2024[44]. - The group’s total liabilities were HKD 26,950,000 as of September 30, 2024, compared to HKD 17,211,000 as of March 31, 2024[46]. - The company’s total equity increased to HKD 75,376,000 as of September 30, 2024, compared to HKD 73,501,000 as of March 31, 2024[21]. - The group’s current ratio was approximately 3.5 times as of September 30, 2024, down from 4.7 times as of March 31, 2024[126]. - The group’s debt ratio was approximately 1.3% as of September 30, 2024, a decrease from 2.6% as of March 31, 2024[127]. Revenue Breakdown - Design, renovation, and engineering services generated revenue of HKD 24,348,000, up 19.5% from HKD 20,409,000 year-over-year[29]. - Rental income from construction equipment and installation services decreased to HKD 5,601,000, down 22.1% from HKD 7,193,000 in the previous year[29]. - Revenue from design, decoration, and engineering services increased by approximately HKD 3,900,000, while rental income from construction equipment decreased by about HKD 1,600,000, and wine marketing revenue decreased by approximately HKD 1,500,000[100]. Expenses and Cost Management - Administrative expenses decreased significantly to HKD 4,878,000 from HKD 12,390,000, a reduction of 60.7%[3]. - Total compensation for employees and directors for the six months ended September 30, 2024, was approximately HKD 2,100,000, down from HKD 4,900,000 for the same period in 2023[135]. - The company’s financing costs included interest on lease liabilities of 35,000 HKD for the six months ended September 30, 2024, down from 191,000 HKD in the same period of 2023[55]. Credit and Receivables - The expected credit loss provision for trade receivables decreased significantly from HKD 6,643,000 at the beginning of the period to HKD 1,105,000 by the end of the period, indicating a reduction of approximately 83.4%[76]. - The expected credit loss provision for contract assets increased to HKD 200,000 from HKD 66,000, showing a rise of approximately 203%[81]. - The company recognized an additional expected credit loss of HKD 3,300,000 on trade receivables due to worsening credit risk and uncertainty in the construction industry[107]. Share Capital and Dividends - The company did not declare an interim dividend for the six months ended September 30, 2024, consistent with the previous year[68]. - The company issued 37,627,200 ordinary shares at a subscription price of HKD 0.201 per share during the reporting period, contributing to an increase in issued share capital[89]. - The company raised approximately HKD 36 million through a rights issue, issuing 156,780,000 shares at a subscription price of HKD 0.23 per share[142]. Corporate Governance and Management - The company’s audit committee consists of three independent non-executive directors, overseeing financial reporting and risk management[160]. - The company has complied with the GEM listing rules' corporate governance code, with some deviations noted due to vacancies in key positions[158]. - The company has appointed a new executive director, effective July 19, 2024[162]. Future Plans and Strategies - The company plans to reduce the scale of public housing maintenance and renovation projects and is reallocating resources to seek other projects to maintain its design, decoration, and engineering services business[110]. - The company aims to maintain and promote business relationships with existing clients to secure recurring orders and expand its customer base for construction equipment rental[113]. - The wine marketing business will continue to engage with existing clients for sales and seek potential customers while moderately developing this segment[114].

Royal Century Resources Holdings Limited 仁德資源控股有限公司 （於香港註冊成立之有限公司） （股份代號：8125） 董事會會議通告 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因 依賴該等內容而引致的任何損失承擔任何責任。 執行董事及公司秘書 羅學儒 香港，二零二四年十一月十五日 於本公告日期，執行董事為繆仙柳女士、羅學儒先生、馬敏姿女士及王軍先生；以及獨立非執 行董事為曾巧慧女士、李家俊先生及陳慧恩女士。 本公告乃根據香港聯合交易所有限公司（「聯交所」）GEM證券上市規則提供有關本公司之資 料；董事願就本公告共同及個別承擔全部責任。董事在作出一切合理查詢後，確認就其所知及 所信，本公告所載資料在各重要方面均準確完備，沒有誤導或欺詐成分，且並無遺漏任何其他 事項，足以令致本公告或其所載任何陳述產生誤導。 本公告將由其刊登之日起，最少一連七天刊登於聯交所網站www.hkex.com.hk「最新上市公司 公告」網頁內，並刊登及保留於本公司網站www.roya ...

Financial Performance - The total revenue for the year ended 31 March 2024 was approximately HK$87.6 million, representing an increase of approximately HK$31.8 million or 57.1% compared to HK$55.8 million in 2023[15]. - The financial summary indicates a strong growth trajectory, with a notable increase in revenue year-over-year, reflecting effective business strategies and market demand[32]. - For the year ended March 31, 2024, the Group's revenue increased by approximately HK$31.8 million, driven by a HK$26.1 million increase in Design, fitting out and engineering services and a HK$6.2 million increase in Leasing of construction equipment[33]. - The gross profit for the year was approximately HK$9.0 million, an increase of approximately HK$6.9 million compared to HK$2.1 million in 2023[33]. - Revenue from Design, fitting out and engineering services rose to HK$71.972 million from HK$45.910 million, representing a growth of approximately 56.8%[38]. - Revenue from Leasing of construction equipment increased to HK$12.966 million from HK$6.756 million, marking an increase of approximately 92.5%[38]. - Revenue from Financial services remained stable at approximately HK$451, slightly down from HK$570, a decrease of about 21%[38]. Business Operations - The Group is primarily engaged in providing design, fitting out, and engineering services, leasing construction equipment, sourcing fine wines, and offering financial services including securities and money lending[31]. - The company is focused on expanding its service offerings in design and engineering, as well as enhancing its financial services segment[14]. - The Group has not made any significant changes in its operations during the year[33]. - The Group's leasing of construction equipment business is expected to continue as a major source of income in the coming years[154]. - The Group's operations include design, fitting-out, engineering services, and wine merchandising[144]. Management and Governance - The company has undergone significant management changes, with multiple resignations and appointments in the executive and non-executive director positions throughout 2023 and 2024[12]. - The company emphasizes the importance of corporate governance and compliance, as reflected in its various board committees and reports[12]. - The Board retains ultimate responsibility for overseeing the Group's ESG-related risk management activities[127]. - The Board oversees the Group's ESG strategy and reporting, ensuring alignment with sustainability goals and targets[151]. Financial Condition - Cash and cash equivalents at the end of the year amounted to HK$45,690,000, up from HK$5,915,000 in the previous year[97]. - Current assets increased to HK$78,731,000 from HK$29,477,000 in the previous year[91]. - The Group reported net current assets of approximately HK$61.8 million, an increase from HK$31.2 million in 2023[173]. - Total equity attributable to owners of the Company amounted to approximately HK$73.5 million as of March 31, 2024, compared to HK$48.0 million in 2023[173]. - The gearing ratio decreased to approximately 2.6% as of March 31, 2024, from 30.2% in 2023, primarily due to the repayment of interest-bearing borrowings[173]. ESG and Sustainability - The Group engaged an independent sustainability consultant to identify 25 ESG issues relevant to its operations[133]. - The Group's ESG risk management is considered integral to sustainable operations and corporate governance[127]. - The Group aims to pursue green and sustainable operations in response to climate change[150]. - The Group's environmental, social, and governance report includes a materiality matrix highlighting the most significant sustainability issues[136]. - The most recent materiality assessment was carried out in 2023/24, reflecting stakeholders' concerns[132]. Financial Services - The financial services business includes securities advisory, dealing, brokerage, asset management, and money lending[145]. - The Group's financial services include both securities and money lending, indicating a diversified approach to revenue streams[31]. - The Group's management team conducts thorough assessments of loan applications, including identity verification and creditworthiness checks[158]. - The Group has established comprehensive money lending policies to ensure risk management and compliance with Anti Money Laundering and Counter-Terrorist Financing regulations[185]. - The Group's loan approval process includes three stages: document collection, credit risk assessment, and approval[185]. Risks and Challenges - The Group's financial condition and operations are subject to various risks, including business, operational, and financial management risks[175]. - The risk of not detecting material misstatements due to fraud is higher than that due to error, necessitating a thorough audit approach[84]. - The Group's management conducts regular reviews and follow-up actions on overdue amounts to minimize credit risk[170]. - The methodology for measuring expected credit losses (ECL) on loans and interest receivables is consistent with market practices and deemed fair by the Board[198].